Document 45207

EXECUTION VERSION
ISDA
Inlcmntiona! Swaps and Derivatives Association, Inc.
NOVATION AGREEMENT
dated as of 14 February 2014
among:
RBS COVERED BONDS LLP (the "Remaining Party"),
THE ROYAL BANK OF SCOTLAND PLC (the "Transferor")
WELLS FARGO BANK N.A. (the "Transferee")
AND
CITICORP TRUSTEE COMPANV LIMITED (the "Security Trustee").
The Transferor and the Remaining Party have entered into a Transaction (the "Old Transaction"),
evidenced by a ConfTrmation (the "Old Confirmation") attached hereto subject to an ISDA between the
Remaining Party and Transferor and the Security Trustee dated as ofl April 2010 (the "Old Agreement").
The Remaining Party, the Transferee and the Security Trustee have entered into a 1992 ISDA Master Agreement,
Schedule and Credit Support Annex (the "New Agreement") dated as of 14 February 2014.
11
With effectfromand including 14 February 2014 (the "Novation Date ) the Transferor-wishes to transfer by
novation to the Transferee, and the Transferee wishes to accept the transfer by novation of, all the rights,
liabilities, duties and obligations of the Transferor under and in respect of the Old Transaction, with the effect
that the Remaining Party and the Transferee enter into a new transaction (the "New Transaction") between them
having terms identical to those of the Old Transaction as more particularly described below.
The Remaining Party wishes to accept the Transferee as its sole counterparty with respect to the "New
Transaction.
The Transferor and the Remaining Party wish to have released and discharged, as a result and to the extent of the
transfer described above, their respective obligations under and in respect ofthe Old Transaction.
Accordingly, the parties agree as follows: —
1. Definitions.
Terms defined in the ISDA Master Agreement (Multicurrency-Cross Border) as published in 1992 by the
Intemalional Swaps and Derivatives Association, Inc., (the "1992 ISDA Master Agreement") are used herein
as so defined, unless otherwise provided herein.
Novating Parties means the Remaining Party, the Transferee and the Transferor.
2. Transfer, Release, Discharge and Undertakings.
With effect from and including the Movation Date and in consideration of the mutual representations,
warranties and covenants contained in this Novation Agreement and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by the Novating Parties):
(a)
the Remaining Party and the Transferor are each released and dischargedfromfurther obligations
1
to each other with respect to the Old Transaction and their respective rights against each other
thereunder are cancelled, provided that such release and discharge shall not affect any rights,
liabilities or obligations of the Remaining Party or the Transferor with respect to payments or
other obligations due and payable or due to be performed on or prior to the Novation Date, and
all such payments and obligations shall be paid or performed by the Remaining Party or the
Transferor in accordance with the terms of the Old Transaction;
(b)
in respect of the New Transaction, the Remaining Patty and the Transferee each undertake
liabilities and obligations towards the other and acquire rights against each other identical in their
terms to the corresponding Old Transaction (and, for the avoidance of doubt, as if the Transferee
were the Transferor and with the Remaining Party remaining the Remaining Party, save for any
rights, liabilities or obligations ofthe Remaining Party or the Transferor with respect to payments
or other obJigations due and payable or due to be performed on or prior to the Novation Date);
(c)
the New Transaction shall be govemed by and form part of the New Agreement and the
relevant Old Confirmation (which, in conjunction and as deemed modified to be consistent with
this Novation Agreement, shali be deemed to be a Confirmation between the Remaining Party and
the Transferee), and the offices of the Remaining Party and the Transferee for purposes of the
New Transaction shall be RBS Covered Bonds Limited Liability Partnership, 1 Princes Street,
London, EC2R 8BP and Wells Fargo Bank N.A., 550 South Tryon St., 5th Floor, MAC D1086051, Charlotte, NC 28202-0600, United States, respectively and the office of the Transferor for
purposes ofthe Old Transaction shall have been as specified in the Annex.
(d)
the account details for payments to be made under the New Transaction are currently as follows:
The Remaining Party:
Sterling Payments:
Sort Code: 23-63-91
Account Number: 19016236
Euro Payments:
GB59SOGE23639119016244
The Transferee:
Sterling Payments:
Correspondent Bank:
City:
Account Number:
Clearing Code;
SWIFT ID:
NATIONAL WESTMINSTER BANK PLC
LONDON
4400004408233
SC600004
NWBKGB2L
Euro Payments:
Correspondent Bank:
City:
Account Number:
Clearing Code:
SWIFT ID;
DEUTSCHE BANK AG
FRANKFURT
DE79500700100958748600
N/A
DEUTDEFF
3.
Representations and Warranties.
(a)
(b)
On the date ofthis Novation Agreement and on the Novation Date:
(i)
Each of the Novating Parties makes to each of the other Novating Parties Ihose
representations and warranties set forth in Section 3(a) of the 1992 ISDA Master
Agreement with references in such Section to "this Agreement" or "any Credit Support
Document" being deemed references to this Novation Agreement alone.
(ii)
The Remaining Party and the Transferor each makes to the other, and the Remaining
Party and the Transferee each makes to the other, the represenlation set forth in Section
3(b) of the 1992 ISDA Master Agreement, in each case with respect to the Old
Agreement or the New Agreement, as the case may be, and taking into account the
Novating Parties entering into and performing their obligations under this Novation
Agreement.
(iii)
Each of the Transferor and the Remaining Party represents and warrants to each other and
to the Transferee that:
(A)
it has made no prior transfer (other than by way of security) of the Old Agreement
or any interest or obligation in or under the Old Agreement or in respect of any
Old Transaction; and
(B)
as of the Novation Date, all obligations of the Transferor and the Remaining Party
under each Old Transaction required to be perfonned on or before the Novation
Date have been fulfilled.
The Transferor makes no representation or warranty and does not assume any responsibility with
respect to the legality, validity, effectiveness, adequacy or enforceability of any New Transaction
or the New Agreement or any documents relating thereto and assumes no responsibility for the
condition,financialor otherwise, ofthe Remaining Party, the Transferee or any other person or for
the performance and observance by the Remaining Party, the Transferee or any other person of
any of its obligations under any New Transaction or the New Agreement or any document relating
thereto and any and all such conditions and warranties, whether express or implied by law or
otherwise, are hereby excluded,
4. Security Trustee
The Security Trustee was a party to the Old Agreement and the Old Confirmation solely for the purpose of
taking the benefit of certain parts of the Schedule to the Old Agreement. The Security Trustee is a party to
this Novation Agreement solely for the reason that it was a party to the Old Confirmation in order to permit
novation ofthe Old Transaction.
Each of the parties other than the Security Trustee hereby confinns and agrees that the Security Trustee shall
notbe liable for any ofthe obligations of the other parties under this Novation Agreement.
5.
Counterparts.
This Novation Agreement (and each amendment, modification and waiver in respect of it) may be executed
and delivered in counterparts (including by facsimile transmission), each of which will be deemed an
original.
6. Amendments.
No amendment, modification or waiver in respect of this Novation Agreement will be effective unless in
writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or
confirmed by an exchange of telexes or electronic messages on an electronic messaging system.
7. (a) Governing Law.
This Novation Agreement, and any non-contractual obligations arising out of or in connection with this
Novation Agreement, will be govemed by and construed in accordance with the laws of England.
(b) Jurisdiction.
The terms of Section 13(b) of the 1992 ISDA Master Agreement shall apply to this Novation
Agreement with references in such Section to "this Agreement" being deemed references to this
Novation Agreement alone.
(c) Process Agent
The Transferee irrevocably appoints Wells Fargo Bank, N.A., London Branch, One Plantation Place, 30
Fenchurch Street, London, EC3M 3BD as its process agent for the service of process in any
Proceedings. If for any reason the Transferee^ process agent is unable to act as such, the Transferee
will promptly notiiy the other parties and within 30 days appoint a substitute process agent acceptable
to the other parties. The Transferee irrevocably consents to service of process given in the manner
provided for in Section 12 of the 1992 ISDA Master Agreement. Nothing in this Novation Agreement
will affect the right of any party to serve process in any other manner pennitted by law.
FN WITNESS WHEREOF the parties have executed this Novation Agreement on the respective dates specified
below with effect from and including the Novation Date.
RBS Covered Bonds LLP
By; ....M)U.l:
Name:
Title:
Date:
/^M/X^r
Wells Fargo Bank N.A.
By:....
Name:
Title:
Date:
The Royal Bank of Scotland plc
By:
Name: £«r_S"
Title:
Date:
^UfAAXK^
Citicorp Trustee Company Limited
By:....
Name:
Title:
Date:
IN WITNESS WHEREOF (he parties imve executed this Novation Agreement on tho respective dates specified
below wilh effectfromand including the Novation Date.
The Royal Bank of Scotland plc
RBS Covered Bonds Ll»P
By:...
Namo:
Title:
Date:
By:
Name:
Title:
Date:
Citicorp Trustee Company Limited
Wells Fargo Bank N.A,
By:
Name.
Title:
Date:
^•'"'^
ftJ^,.^
J^j.
1^- |M
1ft,
By:....
Name:
Title:
Date:
IN WITNESS WHEREOF the parties have executed this Novation Agreement on the respective dates specified
below with efTect from and including the Novation Date.
RBS Covered Bonds LLP
By:
Name:
Title:
Date:
Wells Fargo Bank N.A.
By:....
Name:
Tillc:
Date:
The Royal Bank of Scotland plc
By:...
Name:
Title:
Daie:
Citicorp Trustee Company Limited
By:
Name:
Tite:
Date:
;u&ff
ANNEX
Old Confirmation
Execution Version
Covcrccl Bond Swap
(Series 2-Tranche 1)
Covered Bond Swap Confirmation for RES Covered Bonds LLP
8 September 2010
To:
Attn:
Fax:
RBS Covered Bonds LLP
The Directors
+44(0)20 7398 6325
Cc:
Attn:
Fax:
Citicorp Trustee Company Limited
Agency and Tmst
0207 500 5857
From: The Royal Bank of Scotland plc
Re:
Covered Bond Swap Transaction (re Series 2 -Tranche It Trade Reference D090576748524)
Dear Sir or Madam,
The purpose of this letter is to confirm the terms aud conditions of the transaction entered into between RBS
Covered Bonds LLP ("Party A") and The Royal Bank of Scotland plc ("Party B ) on the Trade Date
specified below (the "Transaction ). This facsimile constitutes a "ConCmation" as referred to in the
Agreement as specified below.
11
11
This Confmnation supplements, forms part of, and is subject to, the ISDA Master Agreemenl dated as of 1
April 2010 (identified on page 1 thereof as the "Covered Bond Swap" ISDA Master Agreement), as amended
and supplementedfiromtime to time, between you and ns (the "Agreement"). All provisions contained in
the Agreement shall govem this Confinnation except as expressly modified below. In the event of any
inconsistency hetween the provisions of the Agreement and this Confiimation, this Confirmation will prevail
for the purpose of this Transaction. The defimtions and provisions contained in the 2006 ISDA Definitions
(as published by fhe International Swaps and Derivatives Association, Inc.) (the "Definitions") are
incorporated into this Confhtnation. In fiie event of any inconsistency between the Definitions and this
Confirmation, this Confiimation will govem. For the purposes of the Definitions, references herein to a
"Transaction" shall be deemed to be references to a "Swap TranBaclion".
The terms ofthe particular Transaction to which this Confirmation relates are as follows:
Trade Date:
1 September 2010.
EffectiveDate:
8 September 2010, subject to adjustment in accordance
with the Busmess Day Convention,
Termination Date:
8 September 2015 (the Final Maturity Date), subject to
adjustment in accordance with the Additional Provisions,
but in no case shall the Termination Date be later than 8
September 2016 (the Extended Due for Payment Date)
subject to adjustment in accordance with the Business Day
Convention.
0011396-0003751 1CM:110*10860.5
Covered Bonds:
Series 2-Tranche 1,
Covered Bond Swap Rate:
1.2060 (GBP 1: EUR 1.2060).
Busmess Days:
London and TARGET2.
Busmess Day Convention:
Following.
Party A Floating Amounts:
Party A Currency Amount;
Jh respect of each Party A Calculation Period, the Sterling
equivalent of the Parly B Fixed Currency Amount (or the
Party B Floating Cunency Amount, as the case may be) on
the first day ofsuch Party A Calculation Period converted
by reference to the Covered Bond Swap Rate.
Party A Payment Dates:
(i)
the 22nd calendar day of each month from and
including 22 October 2010, to, and mcluding, the
Final Maturity Date, subject to adjustment in
accordance with the Modified Following Business
Day Convention; and
(ii)
the 22nd calendar day of each month front, bul
excluding, the Final Maturity Date to, and
including, the Termination Date, subject to
adjustment in accordance with the Modified
Following Business Day Convention.
Party A Calculation Periods:
Each period from, and including, each Party A Payment
Date to, but excluding the next Party A Payment Date
during the Term of the Transaction, except that (a) the
initial Party A Calculation Period will commence on, and
include, the Effective Date and end on, but exclude, 22
October 2010 and (b) the final Party A Calculation Period
shall end on, but exclude, the Tennination Date.
Party A Floating Rate Option:
GBP-LIBOR-BBA
Designated Maturity:
1 month except for the initial Party A Calculation Period
which shall be the Linear Interpolation of 1 month and 2
months.
Spread:
In respect of each Party A Calculation Period ending on or
before the Final Maturity Date, 1.83 per cent, and in
respect of each Party A Calculation Period ending after the
Final Maturity Date, 1.83 percent
Party A Floating Rate Day
Count Fraction:
A/365 F.
Reset Dates:
Thefirstday of each Party A Calculation Period.
Party B Fixed Amounts:
Party B Fixed Currency
0011396-0003751 ICM:110<i088Q.5
EUR 1,500,000,000.
Amount:
Party B Fixed Payment Dates:
8th September of each year from and including 8
September 2011, to and including, the Final Maturity Date,
subject to adjustment in accordance with the Busmess Day
Convention.
3.00 per cent, per annum.
Fixed Rate:
Actual/Actual (ICMA).
Fixed Rate Day Count Fraction:
Party B Floating Amounts:
In respect of each Party B Floating Calculation Period, the
Party B Floating Cuirency
Principal Amount Outstanding of the Covered Bonds on
Amount:
the first day of such Party B Floating Calculation Period
(after taking into account any redemption of the Covered
Bonds on such day).
Party B Floating Payment
Dates:
Provided that no Redemption Notice (as defined below)
has been deUvered confirming that the Covered Bonds arc
redeemable in full on a Final Exchange Date on or before
the Extension Determination Date (as defined below), the
Stb calendar day of each month from, but excluding, the
Final Maturity Date to, and including, the Termination
Date, subject to adjustment in accordance with the
Modified Following Busmess Day Convention.
Paity B Floating Calculation
Periods:
Each period (if any) from, and including, each Party B
Floating Payment Date to, but excluding, the next Party B
Floating Payment Date, except that (a) the initial Party B
Floating Calculation Period will commence on* and
include, the Final Maturity Date and (b) the final Party B
Floating Calculation Period -will end on, but exclude, the
Tennmation Date.
Party B Floating Rate Option:
EUR-EURIBOR-Reuters.
Designated Maturity:
1 month.
Spread:
1.27 per cent, per annum.
Party B Floating Rate Day
Count Fraction:
ActuaV360.
Reset Dates:
The first day of each Party B Floating Calculation Period,
Initial Exchanges:
Initial Exchange Date:
Effective Date
Party B Initial Exchange
Amount:
GBP 1,243,781,095
Party A Initial Exchange
EUR 1,500,000,000
0011398-0003781 ICM:11040830.5
Amount:
Final Exchanges:
Final Exchange Date:
(i) The Final Maturity Date in respect of the Covered
Bonds, (ii) each Business Day during the period (if any)
commencing on, but excluding, the Final Maturity Date to,
and including the Extension Determination Date (if any
and as defined below), (iii) the 8th day of each month
from, but excluding, the Extension Determination Date (if
any and as defined below) to, but excluding, the Extended
Due for Payment Date (if any), subject to adjustment in
accordance with the Busmess Day Convention and (iv) the
Extended Due for Payment Date (if any), provided that, if
at any time a Redemption Notice (as defined beiow) is
given confinning that the Covered Bonds then outstanding
are redeemable in full on a Final Exchange Date, that Final
Exchango Date will be the last Final Exchange Date.
Extension Determination Bate means the date falling Iwo
Busmess Days after the expiry of seven calendar days
starting on, and including, the Final Maturity Date.
Party B Final Exchange
Amounts:
In respect of each Final Exchange Date, the Euro
equivalent of the relevant Party A Final Exchange Amount
converted by reference to the Covered Bond Swap Rate.
Party A Final Exchange
Amounts;
In respect of each Final Exchange Date, the relevant
Redemption Notice Amount (as defined below), if any.
Additional Payment:
Notwithstanding Section 2(a)(iii)(2) (but withaut prejudice
to Section 2(a)(iii)(l)) and Section 6(c) of the Agreement,
in the event that an Early Tennination Date occurs in
respect of the Transaction evidenced by this Confinnation
as a result of an Additional Tennination Event pursuant to
Part l(h)(m)i (iv) or (v) ofthe Schedule to the Agreement,
then on that Early Termination Date:
(i) Party B will pay to Party A an amount in Euro equal lo
the Principal Amount Outstanding of the Covered Bonds to
be redeemed in whole or in part pursuant to Condilions
6(b) (Redemption for taxation reasons); 6(c) (Redemption
at the option of the Issuer (Issuer Call)); 6(d) (Redemption
at the option of the Covered Bondholders); 6(e)
(Redemption due to illegality); or to be purchased and
surrendered for cancellation in whole or in part pursuant to
Condition 6(i) (Purchases) of the Covered Bonds (Ihe
Party B Early Redemption Amount); and
(ii) Party A will pay to Party B an amount in Sterling
equal to the Party B Early Redemption Amount, converted
by reference to the Covered Bond Swap Rate,
To the extent that, in respect of any payments described in
(i) and (ii) above, Party A makes only a partial paymenl (or
0011393-0003751 ICM:11040SSa5
fails to make a full payment) of the amount due to Party B
under (ii) above, then Party B shall reduce ils
corresponding payment to Party A under (i) above by the
same percentage reduction, and shall have no other
obHgation to Party A in respect of such payment. For the
avoidance of doubt, an amount calculated pursuani to
Section 6(e) of the Agreement will also be due between the
parties as a result ofsuch Early Tennmation Date but such
amoimt shall be calculated after taking into account the
payments described in (i) and (ii) above. In the event that
Party A intends to make only a partial payment (or to fail
to make a full payment) of any amount due to Party B,
Party A shall provide Party B with at least two Business
Days' notice of such intension.
Additional Provisions:
Party A, or the Cash Manager acting on Party A's behalf,
shall notify Party B of the amount of principal payments to
be made on the Covered Bonds on each Final Exchange
Date (for purposes of calculating payment of any Final
Exchange Amounts). Such notificationraaybe made in
respect of a Final Exchange Date by receipt by Party B of
written confinnationfromParty A, or the Cash Manager
acting on Party A'a behalf, of an irrevocable payment
instruction to a bank fiom Party A to make a payment to
Party B in an amount in Sterling corresponding lo the
Principal Amounts Outstanding of the Covered Bonds lo
be redeemed on such Final Exchange Date converted by
Party A by reference to the Covered Bond Swap Rate on or
prior to 5:00 p-m., London time, three Busmess Days prior
to such Final Exchange Date (a Redemption Notice, and
the Sterling Amount specified in the written confinnation
delivered to Party B, the Redemption Notice Amount).
If Party B does not receive a Redemption Notice with
respect to any Final Exchange Date, then the parties will
not be required to pay any Final Exchange Amounts on
such Final Exchange Date. In addition, if Party B does not
receive a Redemption Nodce confirming that the Covered
Bonds are redeemable in full on the Final Maturity Date
(and the Covered Bonds are not redeemed in full on or
prior to the Extension Determination Date): (i) the
Terminadon Date for this Transaction shall be deemed to
be the Final Exchange Date in respect of which a
Redemption Notice is given and, taking into account such
Redemption Notice and each other Redemption Notice, the
sum of all Redemption. Notice Amounts equals the Party B
Initial Exchange Amount; (ii) for the avoidance of doubt,
Party B's obligation to pay Party B Fixed Amounts shall
cease as from fiie Final Maturity Date and Party B shall
from such date be obliged to pay the Party B Floating
Amounts to Party A; (iii) for the avoidance of doubt, Party
A shall be obliged to continue to pay the Party A Floating
Amounts; and (iv) the final Party B Floating Calculation
0011398-0003751 ICM:11040BB0.5
Period and the final Party A Calculation Period shall end
on, but exclude, the Termination Date. Without prejudice
to the generality of the above provisions, Party A, or the
Cash Manager acting on Party A's behalf, shall notify
Party B at least three Business Days prior to the Final
Maturity Date whether or not the Covered Bonds will be
redeemed (in whole or in part) on the Final Maturity Date
and, if they will not be, whether or not the Covered Bonds
will be redeemed (in whole or in part) on or prior to the
Extension Deteimination Date.
If on the Extended Due for Payment Date the Principal
Amount Outstanding of the Covered Bonds has not been
reduced to zero (whether by redemption or cancellation)
then on the Extended Due for Payment Date:
(i)
Party A will pay to Party B an amount in Sterling
equal to the amount to be applied on the Extended
Due for Payment Date toward redemption of the
Covered Bonds converted al the Covered Bond
Swap Rate; and
(ii)
Party B will pay the Euro equivalenl of the
amount received from Party A under (i) above
converted at the Covered Bond Swap Rate.
For puiposes of calculating any amount due under Section
6(e) of the Agreement in respect of a Termination Event
that occurs during the periodftom,but excluding, the Final
Maturity Date to, and including, the Extension
Detennination Date, the Termination Date shall be deemed
to be the Final Maturity Date, unless Party A or the Cash
Manager has detennined as of that date that Party A has
insufficient fimds to pay the Guaranteed Amounts in
respect of the Covered Bonds, in which case the
Teimination Date shall be deemed to be the Extended Due
for Payment Date (subject as provided above).
Party A agrees as soon as reasonably practicable afler a
Redemption Notice has been 'given to advise Party B by
telephone (or email if provided in the notice details below)
of the fact of such Redemption Notice; provided, however,
that the failure by Party A, or the Cash Manager acting on
Party A's behalf, to do so shall not affect the validity of
any Redemption Notice under the Transaction evidenced
by this Confirmation.
0011398-0003761 ICM:11040330.5
Account Details:
Account for pavments to Party A in GBP:
Bank:
Sort Code:
Account Number:
Account Name:
Royal Bank of Scotland plc
16^04-00
31303283RBS Covered Bonds LLP TRANS A/C
Account fbr pavments to Party A in BUR
Bank:
Account Number:
Account Name;
Royal Bank of Scotland plc
RBSCOBON EURA
RBS Covered Bonds LLP TRANS A/C
or such other account as Party A may direct.
Account forpayments to Party B in GBP:
Bank:
Sort Code:
Account Number:
Royal Bank of Scotland, Correspondent Banking, London
16-75-80
10004053
Account for payments to Party B in EUR: "
Bank:
Account Name:
SWIFT;
Account Number:
RBS, Correspondent Banking, London
The Royal Bank of Scotland, Financial Markets Fbced Income and Interest Rale
Derivatives Operations, London
RBOSGB2L
RBSFMLON EURC]
Contact Details
for notices
PartyA
RBS Covered Bonds LLP
c/o Structured Finance Management Limited
35 Great St. Helen's
London EC3A 6AP
Attention:
Facsimile:
the Directors
+44 (0)20 7398 6325
With a copy to:
SFM Corporate Services Limited
35 Great St. Helen's
London EC3A6AP
Party B
The Royal Bank of Scotland plc
c/o RBS Global Banking Markets
280 Bishopsgate
001139B-0DQ3751 [CMlHOIOSBO.S
London EC2M 4RB
Attention:
Swaps Admimstration
Teleplione:
+44 (0)20 7085 5054
Facsimile:
+44 (0)20 7085 5000
With a copy to:
Address:
RBS Group Treasury Middle Office
Level 4 250 Bishopsgate
LONDON EC2M4AA
Telephone:
+44 (0) 20 7085 5950
Email:
[email protected]
Attention:
John Knight/Nikkita Morjaria
0011398-0003751 |CM:1104OB80.5
Confirmation
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy ofthis
Confinnation and returning it to us. "We are delighted to have executed this Transaction with you and look
forward to working with you again.
Time of trading is available upon request
Yours sincerely,
THE ROYAL BANK OF SCOTLAND PLC
By:
Name:
Title:
Confinned as of the datefirstwritten above:
Executed and delivered by
RBS COVERED BONDS L L P
Bv:
Date:
Name:
//M\2/J^^
Acknowledged by
CITICORP TRUSTEE COMPANY LIMITED
SIGNED for and on behalfof
Citicorp Trustee Company Limited
Signature:.
Date:
Name:
001139B-0D03761 1CM:1104 0880.5
Confinnation
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this
Confirmation andreturningit to us. We are delighted to have executed this Transaction with you and look
forward to working with you again.
Time of trading is available upon request.
Yours sincerely,
THE R O Y A L B A N K OF SCOTLAND P L C
By:_
Namo:
Title:
Confinned as ofthe datefirstwritten above:
Executed and delivered by
RBS COVERED BONDS L L P
By:
Date;
Name:
Acknowledged by
CITICORP TRUSTEE COMPANY LIMITED
SIGNED for and on behalf of
Citicorp Trustee Company Limited
Sienature:
Dato:
Name:
"MA, n
r
V L
Mesa HaiflfcJft
0011398-0003751 ICM:i 1040880.5